On-Going Expenses. Deepwater shall, promptly upon demand, ----------------- pay or reimburse the Charter Trustee, the Investment Trust, the Certificate Purchasers, the Agents or the other Persons entitled thereto for all other out-of-pocket expenses (including counsel fees) reasonably incurred in connection with: (a) entering into, or the giving or withholding of, any future amendments, supplements, waivers or consents with respect to the Transaction Documents, to the extent required by the terms of the Transaction Documents, the Head Lease Documents, the Services Agreements, the Drilling Contract or the Drilling Contract Guaranty, or requested or consented to by Deepwater (whether or not consummated); (b) the negotiation and documentation of any restructuring or "workout" whether or not consummated, of any Transaction Document to the extent requested or consented to by Deepwater; (c) the enforcement, attempted enforcement or preservation of the rights or remedies under the Transaction Documents, the Services Agreements, the Drilling Contract or the Drilling Contract Guaranty; (d) further assurances requested by Deepwater pursuant to Section 12.11; (e) any transfer by the Charter Trustee, the Investment Trust or any Certificate Purchaser of any interest in the Transaction Documents during the continuance of an Event of Default; (f) the ongoing fees (if any) and expenses of the Agents, the Trustees and the Depository pursuant to separate agreements entered into by Deepwater with such Persons; and (g) the costs and expenses associated with the Delivery Date or any Advance Date, including fees and expenses of U.S. and Panamanian counsel, recordation and recording fees and all other out-of-pocket expenses of the parties hereto in connection with the Delivery Date and the transactions contemplated herein (provided, that Deepwater -------- shall only be responsible for fees and expenses of one U.S. counsel and one Panamanian counsel for all of the Certificate Purchasers, the Agents, the Trustees and the Investment Trust).
On-Going Expenses. Unless otherwise specified herein (including clause (i) of the following sentence) or in the Indenture, the Collateral Manager shall be responsible for its ordinary rent and office expenses incurred in connection with the performance of its obligations pursuant to this Agreement. Except as set forth in the preceding sentence, to the extent funds are available therefor in accordance with the Priority of Payments, the Collateral Manager may advance payments on behalf of the Issuer for administrative expenses and shall be entitled to be paid and reimbursed by the Issuer for all costs and expenses whatsoever incurred by the Collateral Manager in connection with the performance of its obligations hereunder or incurred in connection with the transactions contemplated hereby or by the Indenture, including, without limitation, any and all of the following: (i) any fees, expenses or other amounts payable to counsel, consultants, rating agencies, accountants, loan pricing services, and any other professionals and service providers, (ii) specialty and custom software expenses for the monitoring of the Collateral Obligations, Eligible Investments and other assets of the Issuer, (iii) the expenses of exercising observation rights (including through a representative) pursuant to Section 14, (iv) data services fees of the Collateral Manager and (v) any other fees and expenses associated with the Issuer’s investment activities and operations.
On-Going Expenses. NYMT acknowledges that the Separate Account will be charged for all direct operating and transaction costs and expenses incurred in connection with the management and administration of the Separate Account, including clerical, mailing, printing, duplication and other operational expenses, clearing fees, broker fees, repurchase interest expense, interest and commitment fees incurred in connection with other investment-related financing costs and other similar costs, as well as a pro rata portion of portfolio management software expenses and data fees incurred by Midway, allocated based on Invested Capital under management.
On-Going Expenses. The Republic agrees on demand to reimburse each Agent for all expenses (including, without limitation, legal fees and any publication, advertising for and on behalf of the Republic, communication, courier, postage and other out-of-pocket expenses) properly incurred in connection with its services hereunder (plus any applicable value added tax).
